EX-10.1




 Exhibit 10.1 

THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND
SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 
 PROMISSORY NOTE 

 

			
	Principal Amount: $335,000	  	Dated as of March 29, 2022
		  	Houston, Texas

 Flame Acquisition Corp., a Delaware corporation (the “Maker”), promises to pay to the order
of Flame Acquisition Sponsor LLC or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of Three Hundred Thirty Five Thousand Dollars ($335,000) or such lesser amount as shall have been
advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this promissory note (this
“Note”) shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions
of this Note, subject to the rights of Payee specified in Section 7 hereof. 
 1. Principal. The entire unpaid principal
balance of this Note shall be payable on the date (the “Maturity Date”) of the consummation of the Maker’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business
combination with one or more businesses or entities (a “Business Combination”). Payee understands that if a Business Combination is not consummated, this Note will not be repaid and all amounts owed hereunder will be forgiven except
to the extent that the Maker has funds available to it outside of its trust account established in connection with its initial public offering of its securities (the “IPO” and such trust account, the “Trust
Account”). The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations
or liabilities of the Maker hereunder. 
 2. Drawdown Requests. Maker and Payee agree that Maker may request, from time to
time, up to Three Hundred Thirty Five Thousand Dollars ($335,000) in drawdowns under this Note to be used for costs and expenses related to Maker’s IPO and continued working capital expenditures until the consummation of the Maker’s
Business Combination. Principal of this Note may be drawn down from time to time prior to the Maturity Date upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be
drawn down, and must not be an amount less than Ten Thousand Dollars ($10,000), unless otherwise agreed upon in writing by Maker and Payee. Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown
Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at any time may not exceed Three Hundred Thirty Five Thousand Dollars ($335,000). No fees, payments or other amounts shall be due to Payee in connection
with, or as a result of, any Drawdown Request by Maker. 
 3. Interest. No interest shall accrue on the unpaid principal
balance of this Note. 
 4. Application of Payments. All payments shall be applied first to payment in full of any costs
incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

 5. Events of Default. The following shall constitute an event of default (“Event of Default”): 

(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five
(5) business days of the date specified above. 











 (b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under
any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by
Maker in furtherance of any of the foregoing. 
 (c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a
court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days. 
 6. Remedies. 

(a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this
Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of
which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. 
 (b)
Upon the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in
all cases without any action on the part of Payee. 
 7. Conversion. Upon consummation of a Business Combination, the Payee
may elect, by written notice to Maker, to convert up to $335,000 of the unpaid principal balance of this Note into that number of warrants to purchase one share of Class A common stock, $0.0001 par value per share, of the Maker (the
“Working Capital Warrants”) equal to the principal amount of the Note so converted divided by $1.00. The Working Capital Warrants shall be identical to the warrants issued by the Maker to the Payee in the private placement in
connection with the Maker’s IPO, whose terms shall be governed by that certain warrant agreement entered into in connection with the Maker’s IPO. Upon any complete or partial conversion of the principal amount of this Note, (i) such
principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate
against delivery of the Working Capital Warrants, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any
portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates or their designees) the Working Capital Warrants, which shall bear such legends as are required, in the opinion
of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws. In the event of any such conversion, the number of Working Capital Warrants that may be converted pursuant to any future
promissory note or similar instrument shall be capped at 1,500,000 minus the number of Working Capital Warrants converted hereunder. 

8. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice
of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or
future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or
extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order
desired by Payee. 
 9. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any


  
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indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be
granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

 10. Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be:
(i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most
recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail
address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written
confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail. 

11. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT
OF LAW PROVISIONS THEREOF. 
 12. Severability. Any provision contained in this Note which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 
 13. Trust Account Waiver. Notwithstanding
anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the Trust Account (including the underwriters’ marketing fee)
described in greater detail in the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim
against the Trust Account related to this Note. 
 14. Amendment; Waiver. Any amendment hereto or waiver of any provision
hereof may be made with, and only with, the written consent of the Maker and the Payee. 
 15. Assignment. No assignment or
transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent
shall be void. 
 [Signature page follows] 

  
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 IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note
to be duly executed by the undersigned as of the day and year first above written. 
  

			
	 Flame Acquisition Corp.

		
	 By:
	 	 /s/ Gregory D. Patrinely

		 	 Name: Gregory D. Patrinely

		 	 Title: Chief Financial Officer & Secretary



 Signature Page to Promissory Note 












			
	Accepted and agreed as of the date set forth above.
	
	Flame Acquisition Sponsor LLC
		
	By:	 	/s/ Gregory D. Patrinely
		 	Name: Gregory D. Patrinely
		 	Title: Chief Financial Officer & Secretary

 Signature Page to Promissory Note